Continued from last issue... When using the Enervation Intensifier device in order to heal Happy Hogan of wounds inflicted upon him by the Titanium Man, Iron Man accidentally transformed his friend and body guard into a horrible creature dubbed "The Freak" which goes on a rampage.

Iron Man has tracked the creature to a nearby power station where the savage monster attacks the Golden Avenger, and manages to best him. Escaping to Stark Industries, the Freak stumbles upon Senator Byrd pressuring Pepper Potts to get Tony Stark to appear before a Congressional hearing to reveal the secrets of the Iron Man armor for the sake of national security. The Freak easily knocks out the Senator and Pepper faints out of fright. The Freak then grabs the woman and tries to escape, but is forced to leave empty handed when security and Iron Man arrive to try and stop him.

Iron Man then chases after the Freak and tricks him into walking into a maximum power burst of the Enervation Intensifier, however before Iron Man can escape the Freak grabs hold of him exposing Iron Man's armor to the rays as well causing his armor to super heat and threatens to kill Tony Stark inside... This story is continued next issue...

Continued from last issue... Captain America has successfully destroyed the three Sleeper robots reactivated by Nazi sleeper agents. As Cap plummets into the ocean, in New York City, a secret group plots to get a highly explosive chemical called "Inferno 42" which is in the possession of S.H.I.E.L.D.

Meanwhile, Cap is rescued by some Navy men and is brought back home, where he reflects on his past and laments over the loss of his partner Bucky, and how out of time he feels after being in suspended animation for so long. Assuming his civilian guise he spots a woman whom he seems to recall from his World War 2 days. While trying to figure if it's really the mysterious woman from his past or not, he notices somebody bumping into her and doing a switch with the package she is carrying for an identical one.

Cap soon finds himself caught up in the middle of the S.H.I.E.L.D. plan to secretly transport Inferno 42 through New York City, and his interference has alerted the evil scientists hired man: Batroc the Leaper, onto the switch up. However, while clashing with Captain America when trying to get the woman's package, the two accidentally crack the canister causing the Inferno 42 inside to become active. The woman however manages to make her escape while the two men fight it out.

Informing Cap that the device could destroy all of New York, the two race after her to get it back.. This story is continued next issue...

Notes

First appearance of THEM which will be the genesis of the criminal organziation A.I.M.

Captain America's love interest from World War II is later revealed to be Peggy Carter. She returns in Captain America 161 and Captain America 162. She is revealed to be Sharon Carter's sister. This was later retconned into modern continuity as Peggy being Sharon Carter's aunt.

This issue features a letters page, Mails of Suspense. Letters are published from Terry McBride, Kenny Chance, Wilfred Khan, Gerlad Kreinkamp, and Phillip Biggs.